<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

                                   -----------

(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from _______ to _______

                         Commission File Number 0-27190

                           5B TECHNOLOGIES CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                 DELAWARE                              11-3529387
      (State or Other Jurisdiction of               (I.R.S. Employer
      Incorporation or Organization)                Identification No.)

                             100 SUNNYSIDE BOULEVARD
                            WOODBURY, NEW YORK 11797
                    (Address of Principal Executive Offices)

                                 (516) 677-6100
              (Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:

                     Units, each consisting of two shares of
                      Common Stock and Two Class A Warrants
                      -------------------------------------
                                (Title of class)

          Class A Warrants, Each to Purchase One Share of Common Stock
          ------------------------------------------------------------
                                (Title of class)

                     Common Stock, $0.04 Par Value Per Share
                     ---------------------------------------
                                (Title of class)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                             Yes |X|     No |_|

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.

         The aggregate market value of the voting stock (Common Stock) held by
non-affiliates of the Registrant on April 26, 2001 was approximately $2,500,175
based on the closing sales price of such stock on such date, as reported by the
Nasdaq SmallCap Market.

         The number of shares outstanding of the Registrant's Common Stock, as
of April 27, 2001 was: 2,174,065 shares of Common Stock, $0.04 par value.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None.
<PAGE>

                           5B TECHNOLOGIES CORPORATION

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

PART III

ITEM 10  -  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................1

ITEM 11  -  EXECUTIVE COMPENSATION............................................3

ITEM 12  -  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND...............7

ITEM 13  -  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................7

SIGNATURES....................................................................8
<PAGE>

                                    PART III

ITEM 10  -  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following information is supplied with respect to the directors and
executive officers of 5B Technologies Corporation:

<TABLE>
<CAPTION>
         NAME                   AGE      POSITION WITH THE CORPORATION
         ----                   ---      -----------------------------
<S>                             <C>      <C>
         Glenn Nortman          43       Chief Executive Officer, Secretary and a Director
         Jeffrey Nortman        42       Chief Operating Officer and a Director; Chief Executive
                                         Officer of Deltaforce Personnel Services, Inc.
         Stuart A. Belloff      43       Chief Technology Officer and Executive Vice President of
                                         5B Technologies Group, Inc.
         Anthony Fernandez      34       Vice President of Finance
         William H. Kelly       60       Director
</TABLE>

         Certain biographical information regarding each director and executive
officer is set forth below:

         GLENN NORTMAN is the Chief Executive Officer, Secretary and a director
of 5B Technologies. Prior to becoming Chief Executive Officer in 1997, Mr.
Nortman had served as our Co-Chief Executive Officer beginning in 1996 and as
the Executive Vice President from June 1992. Mr. Nortman runs the day-to-day
operations of our Internet solutions and systems integration and consulting
business. From 1987 to 1992, Mr. Nortman served as the National Accounts Manager
for Pacificorp Capital, a wholly-owned computer leasing subsidiary of
PacifiCorp, the public utility in Portland, Oregon. Mr. Nortman is the brother
of Jeffrey Nortman.

         JEFFREY NORTMAN is the Chief Operating Officer and a director of 5B
Technologies. Mr. Nortman has been the Chief Executive Officer of our
subsidiary, Deltaforce Personnel Services, Inc., since we acquired Deltaforce in
1999. Prior to becoming Chief Operating Officer in 1997, Mr. Nortman served as
our Co-Chief Executive Officer beginning in 1996 and as our President from our
inception in July 1991. Mr. Nortman runs the day-to-day operations of our
staffing services business. From 1987 to 1991, Mr. Nortman was the Manager of
Peripheral Trading for Pacificorp Capital. Mr. Nortman is the brother of Glenn
Nortman.

         STUART A. BELLOFF is the Executive Vice President and Chief
Technology Officer of our wholly-owned subsidiary, 5B Technologies Group,
Inc. ("5B Technologies Group", formerly known as Paratech Resources, Inc.),
a position he has held since October 1998. In October 1998, 5B Technologies
Group acquired Comptech Resources Inc., a systems consulting, software
applications and internet development firm, from Mr. Belloff and the other
shareholders of Comptech Resources. Mr. Belloff joined Comptech Resources in
1994 as Executive Vice President of Comptech Resources and was appointed
President of Comptech Resources in 1996. Prior thereto, Mr. Belloff was the
Vice President of Microconnections, Inc., a software applications development
firm, from 1991 to 1993. Prior thereto, Mr. Belloff founded Datatech Inc., an
application development organization, in 1983 and served as its Senior Vice
President from 1983 until Datatech was merged into Microconnections in 1991.

         ANTHONY FERNANDEZ is the Director of Finance of 5B Technologies, a
position he has held since January 1999. Prior to becoming Director of Finance
in 1999, Mr. Fernandez served as our Controller beginning in 1998. Prior to his
employment with us, Mr. Fernandez was the Chief Financial Officer of DSO Fluid
Handling, Inc., a manufacturer of replacement parts for machinery


                                       1
<PAGE>

used in the food and pharmaceutical industry. Prior thereto, Mr. Fernandez was a
Senior Accountant with the accounting firm of Shanholt Glassman Hoffman & Klein,
P.C. from 1995 to 1997. Prior thereto, from 1993 to 1995, Mr. Fernandez was a
Senior Associate at the accounting firm of BDO Seidman, LLP.

         WILLIAM H. KELLY has been one of our directors since 1998. The
Honorable William H. Kelly is a prominent member of the Long Island community
having served as Mayor of Asharoken since 1982. In addition, since 1976 Mr.
Kelly has been the owner of WHK Leasing, a high technology equipment leasing
company since 1976. Mr. Kelly has served as past President of the New York State
Conference of Mayors and as Chairman Tri-County Village Officials Association.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors and executive officers, and persons who own more than
10% of a registered class of our equity securities, to file with the
Securities and Exchange Commission reports of ownership and reports of
changes in ownership of our Common Stock and other of our equity securities
and to furnish us with copies of all Section 16(a) forms they file. To our
knowledge, based solely on a review of the copies of such reports furnished
to us, we believe that, (i) prior to the 2000 fiscal year, each of Messrs.
Glenn Nortman, Mr. Jeffrey Nortman, Mr. Stuart Belloff and Mr. Anthony
Fernandez did not file any required reports of ownership with the Securities
and Exchange Commission, (ii) Mr. Glenn Nortman was late filing a Form 4 with
respect to the purchase of 2,000 shares of common stock in August 2000, (iii)
Mr. Jeffrey Nortman was late filing a Form 4 with respect to the purchase of
1,100 shares of Common Stock in August 2000, (iv) Mr. James Hillman, a
director of the Company from August 18, 2000 until his resignation on April
18, 2001, was late filing a Form 3 with respect to his election as a director
and a Form 4 with respect to the purchase of 1,000 shares of Common Stock in
September 2000, and (v) that each of Messrs. Glenn Nortman, Jeffrey Nortman,
Anthony Fernandez, Stuart Belloff and James Hillman timely filed a Form 5 for
the 2000 fiscal year.

                                       2
<PAGE>

ITEM 11  -  EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

         The following table summarizes all compensation earned by or paid to
our Chief Executive Officer and each of our other executive officers whose total
annual salary and bonus exceeded $100,000 in 2000 (collectively, the "named
executive officers"), for services rendered in all capacities to 5B Technologies
during the fiscal years ended December 31, 2000, 1999 and 1998.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                         ANNUAL COMPENSATION                          LONG TERM
                                                                                                     COMPENSATION
                                                                                                     ------------
NAME AND                               FISCAL                                  OTHER ANNUAL      SECURITIES UNDERLYING
PRINCIPAL POSITION                       YEAR        SALARY       BONUS        COMPENSATION             OPTIONS
------------------                       ----        ------       -----        ------------             -------
<S>                                      <C>         <C>         <C>              <C>                    <C>
Glenn Nortman........................    2000        $380,000       --            $26,097(1)              50,000(5)
  Chief Executive Officer                1999         380,000       --             36,273(2)                  --
                                         1998         340,182    $73,000           45,541(3)                  --


Jeffrey Nortman......................    2000        $275,028       --            $40,013(1)              25,000(5)
  Chief Operating Officer                1999         280,317       --             41,439(2)                  --
                                         1998         365,112       --             45,258(3)                  --

Stuart A. Belloff....................    2000        $210,000       --             $4.800(4)              40,000(5)
  Chief Technology Officer               1999         175,000    $50,000            4,800(4)                  --
                                         1998          31,827                         800(4)              40,000(5)

Anthony Fernandez....................    2000        $109,968       --             $4,500(4)              10,000(5)
  Director of Finance                    1999          97,763       --              3,375(4)               7,000(5)
                                         1998          20,840       --                  --                    --

Rocco C. Passafuime(6)...............    2000        $180,336       --             $9,000(4)              18,750(5)
  Vice President of Sales of             1999         174,567       --              9,000(4)              28,750(5)
  5B Technologies Group, Inc.            1998         153,523                       9,000(4)              18,750(5)

</TABLE>

================================================================================

(1)      Represents payments of approximately $15,500 for automobile expenses
         and $10,597 for country club dues for Mr. Glenn Nortman, and
         approximately $14,239 for automobile expenses and $25,774 for country
         club dues for Mr. Jeffrey Nortman.

(2)      Represents payments of approximately $18,000 for automobile expenses
         and $18,273 for country club dues for Mr. Glenn Nortman, and
         approximately $16,267 for automobile expenses and $25,172 for country
         club dues for Mr. Jeffrey Nortman.


                                       3
<PAGE>

(3)      Represents payments of approximately $18,700 for automobile expenses
         and $26,841 for country club dues for Mr. Glenn Nortman, and
         approximately $18,400 for automobile expenses and $26,858 for country
         club dues for Mr. Jeffrey Nortman.

(4)      Represents automobile expenses.

(5)      Reflects the number of shares of our common stock underlying such
         option.

(6)      Mr. Passafuime resigned as Vice-President of Sales of 5B
         Technologies Group on March 28, 2001.

         All directors of the Corporation are reimbursed for all reasonable
expenses incurred by them in acting as a director or as a member of any
committee of the Board of Directors.


                        OPTION GRANTS IN LAST FISCAL YEAR


<TABLE>
<CAPTION>
  ---------------------------------------------------------------------------------------------------------------------
                                   Individual Grants                                    Potential Realizable Value At
                                                                                        Assumed Annual Rates Of Stock
                                                                                        Price Appreciation For Option
                                                                                                   Term(2)
  ---------------------------------------------------------------------------------------------------------------------
                               Number Of
                               Securities     Percent of
                               Underlying   Total Options
                                Options       Granted To    Exercise Of
                                Granted      Employees In    Base Price    Expiration
             Name                 (#)        Fiscal Year     ($/Sh)(1)        Date         5% ($)          10% ($)
             (a)                  (b)            (c)            (d)           (e)            (f)             (g)
  ---------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>             <C>         <C>             <C>           <C>
  Anthony Fernandez             10,000        2.61%           $1.63       1/20/10         $10,220       $25,898(3)
  ---------------------------------------------------------------------------------------------------------------------

  Stuart Belloff                40,000        10.42%          $1.79       1/20/10         $44,966       $113,953(3)
  ---------------------------------------------------------------------------------------------------------------------

  Jeffrey Nortman               25,000         6.51%          $1.79       1/20/10         $56,207       $142,441(3)
  ---------------------------------------------------------------------------------------------------------------------

  Glenn Nortman                 50,000        13.03%          $1.79       1/20/10         $28,104       $71,220(3)
  ---------------------------------------------------------------------------------------------------------------------

  Rocco C. Passafuime           18,750        4.89%           $13.25      3/16/10         $156,241      $395,945(4)
  ---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Exercise price is equal to or greater than the fair market value of our
         common stock on the date of grant.

(2)      Amounts represent hypothetical gains that could be achieved if the
         option is exercised at the end of the option term. These gains are
         disclosed as required under SEC rules, and are based on assumed rate of
         stock appreciation of 5% and 10% compounded annually from the option's
         date of grant to its date of expiration. Actual gain upon exercise, if
         any, will depend on the future performance of our common stock, the
         optionholder's continued employment with 5B Technologies and the date
         on which the option is exercised.

(3)      The options vest in three annual installments beginning on January 20,
         2001.

(4)      The options vest in three annual installments beginning on March 16,
         2001.

                                       4
<PAGE>

               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                              FY-END OPTION VALUES

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                          Number Of Securities
                                                                               Underlying          Value Of Unexercised
                                                                          Unexercised Options    In-The-Money Options At
                                                                           At Fiscal Year-End        Fiscal Year End
                                                           Value                  (#)                      ($)
                              Shares Acquired On         Realized             Exercisable/             Exercisable/
           Name                  Exercise (#)               ($)              Unexercisable            Unexercisable
            (a)                       (b)                   (c)                   (d)                      (e)
--------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                        <C>                 <C>                     <C>
Glenn Nortman                          -                     -                3,750/52,500            $3,750/$52,500
--------------------------------------------------------------------------------------------------------------------------
Jeffrey Nortman                        -                     -                3,750/27,500            $3,750/$27,500
--------------------------------------------------------------------------------------------------------------------------
Stuart Belloff                         -                     -               26,666/53,334           $26,666/$53,334
--------------------------------------------------------------------------------------------------------------------------
Anthony Fernandez                      -                     -                2,333/14,667            $2,333/$14,667
--------------------------------------------------------------------------------------------------------------------------
Rocco C. Passafuime                    -                     -               37,709/47,291           $37,709/$47,291
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

EMPLOYMENT AGREEMENTS

         Messrs. Glenn and Jeffrey Nortman have employment agreements with the
Corporation described below. The initial term of Mr. Glenn Nortman's employment
agreement concludes on June 1, 2003, and the initial term of Mr. Jeffrey
Nortman's employment agreement concludes on June 1, 2002. Each of these
employment agreements automatically renews for successive one year terms unless
either the Corporation or the employee notifies the other of its intention not
to renew the employment agreement within 90 days of each anniversary date of the
agreements (I.E., by March 2 of each year such notice must be given).

         Under these employment agreements, during 2001 Messrs. Glenn and
Jeffrey Nortman will receive base salaries of $380,000 and $275,000,
respectively. As part of their compensation package, Messrs. Nortman also
receive the use of an automobile and certain other fringe benefits commensurate
with their duties and responsibilities. In addition, Messrs. Nortman will be
entitled to receive a severance payment equal to 2.99 times their current annual
base salary if, among other things, without their consent, their duties,
responsibilities or position are materially diminished, if there is any material
breach of their employment agreements by the Corporation at any time during the
term thereof of if the Corporation experiences a "Change of Control" (as defined
therein).

         Mr. Stuart Belloff has an employment agreement with 5B Technologies
Group. Mr. Belloff's employment agreement automatically renews for successive
one year terms unless either 5B Technologies Group or Mr. Belloff notifies
the other of its intention not to renew the employment agreement within 120
days of each anniversary date of the agreement (i.e., by June 25 of each year
such notice must be given). During 2001 Mr. Belloff will receive a base
salary of $210,000, and he will be eligible to receive an annual bonus to be
set by the Board of Directors of 5B Technologies Group  based upon target
goals established in good faith by the Board and Mr. Belloff; provided, that
each such annual bonus shall be no less than 20% of the amount in excess of
such targets established for such given year. As part of his compensation
package, Mr. Belloff also receives an automobile allowance and certain other
fringe benefits commensurate with his duties and responsibilities. In
addition, in the event that Mr. Belloff is terminated voluntarily by 5B
Technologies Group or Mr. Belloff terminates his employment

                                       5
<PAGE>

for Good Reason (as defined in his employment agreement), he will be entitled to
receive his base salary and medical benefits for the remainder of the term of
his employment agreement as well as the annual bonus due for the year in which
such termination occurs.

KEY-MAN AND SPLIT-DOLLAR LIFE INSURANCE

         The Corporation maintains key-man/split-dollar life insurance policies
on the lives of each of Glenn and Jeffrey Nortman. The death benefits under
these policies are allocated $1,000,000 towards the key-man component and
$4,000,000 towards the split-dollar component.

DIRECTOR OPTION PLAN

         On October 1, 1995, our Board of Directors adopted, and our
stockholders approved, the 5B Technologies 1995 Director Option Plan (the
"Director Plan"), pursuant to which 12,500 shares of our Common Stock were
reserved for issuance upon the exercise of options granted to our non-employee
directors. The purpose of the Director Plan is to encourage ownership of our
Common Stock by our non-employee directors whose initial retention and then
continued services are considered essential to our future and to provide them
with a further incentive to remain as our directors. To date, 2,000 such
options have been granted under the Director Plan.

         The Directors Plan is administered by our Board of Directors. Our
directors who are not employees of 5B Technologies or any of our subsidiaries
are eligible to participate in the Director Plan. The Director Plan expires in
August 2005. Our Board of Directors may award, alter or discontinue the Director
Plan, subject to certain limitations.

         Under the Director Plan, an eligible director will, after having served
as a director for one year, receive a formula grant of a non-qualified stock
option to purchase 500 shares of our Common Stock at an exercise price equal to
the fair market value of such shares at the time of grant of such option. Each
such option is immediately exercisable for a period of 10 years from the date of
grant but generally may not be exercised more than 90 days after the date an
optionee ceases to serve as a director of 5B Technologies. Options granted under
the Director Plan are not transferable by the optionee other than by will, laws
of descent and distribution or as required by law.

         Common Stock may be purchased upon the exercise of an option by payment
in cash or cash equivalent, through the delivery of shares of Common Stock
having a fair market value equal to the cash exercise price of the option, or
any combination of the above, subject to the discretion of our Board of
Directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         We do not currently have a compensation committee, and instead our
entire Board of Directors determined the levels of executive officer
compensation during 2000. None of our executive officers had any relationship
reportable under the Compensation Committee Interlock regulations during 2000.


                                       6
<PAGE>

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth the number and percentage of shares of
our Common Stock beneficially owned, as of April 27, 2001, by (i) all persons
known by us to be the beneficial owner of more than 5% of our outstanding Common
Stock; (ii) each of our current directors and named executive officers; and
(iii) all of our directors and executive officers as a group.

<TABLE>
<CAPTION>
NAME AND ADDRESS                           AMOUNT AND NATURE OF
OF BENEFICIAL OWNER(1)                     BENEFICIAL OWNERSHIP     PERCENT OF COMMON STOCK(2)
----------------------                     --------------------     --------------------------
<S>                                             <C>                      <C>
Glenn Nortman.......................            405,402(3)                    18.46%
Jeffrey Nortman.....................            389,669(4)                    17.81
William H. Kelly....................             13,588(5)                     *
Stuart Belloff.....................              39,999(6)                     *
Anthony Fernandez..................               7,999(6)                     *
All directors and executive officers
as a group
  (5 persons).......................              856,657                     37.92%
</TABLE>

----------
* Less than 10%.

(1)      The address of each listed person is c/o 5B Technologies Corporation,
         100 Sunnyside Boulevard, Woodbury, New York 11797.

(2)      Shares beneficially owned, as recorded in this table, are expressed as
         a percentage of the shares of our Common Stock outstanding, net of
         treasury shares. For purposes of computing the percentage of
         outstanding shares held by each person or group of persons named in
         this table, any securities which such person or group of persons has
         the right to acquire within 60 days from April 30, 2001 are deemed to
         be outstanding for purposes of computing the percentage ownership of
         such person or persons but are not deemed to be outstanding for the
         purposes of computing the percentage ownership of any other person.

(3)      Includes options which are currently exercisable (or exercisable within
         60 days) to purchase 21,666 shares of Common Stock.

(4)      Includes options which are currently exercisable (or exercisable within
         60 days) to purchase 13,333 shares of Common Stock.

(5)      Includes options which are currently exercisable (or exercisable within
         60 days) to purchase 2,000 shares of Common Stock.

(6)      Represents only options which are currently exercisable (or exercisable
         within 60 days) to purchase shares of Common Stock.

ITEM 13  -  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Since the beginning of our fiscal year ending December 31, 2000, there
were no relationships or transactions to be disclosed pursuant to this Item 13.

                                       7
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                          5B TECHNOLOGIES CORPORATION


Dated: April 30, 2001                     By: /s/ Glenn Nortman
                                              ------------------------------
                                              Glenn Nortman,
                                              Chief Executive Officer


                                       8